Century Therapeutics, Inc 8-K/A, filed Jun 26, 2024

Century Therapeutics, Inc. (IPSC)

8-K/A 2024-06-26 For: 2024-04-11

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Added on April 11, 2026

About this 8-K/A

Century Therapeutics, Inc filed this 8-K/A on June 26, 2024, reporting on events of April 11, 2024.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware		001-40498		84-2040295
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
Common Stock, par value $0.0001 per share		IPSC		Nasdaq Global Select Market

Exhibit No.		Document

23.1		Consent of Independent Registered Public Accounting Firm.

99.1		Audited Financial Statements of Clade Therapeutics, Inc. for the year ended December 31, 2023.

99.2		Unaudited Pro Forma Condensed Combined Financial Statements for the year ended December 31, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	CENTURY THERAPEUTICS, INC.

	By:	/s/ Brent Pfeiffenberger, Pharm.D.
	Name:	Brent Pfeiffenberger, Pharm.D.
	Title:	President and Chief Executive Officer


	KPMG LLP Two Financial Center 60 South Street Boston, MA 02111

	KPMG LLP, a Delaware limited liability partnership and a member firm of
	the KPMG global organization of independent member firms affiliated with
	KPMG International Limited, a private English company limited by guarantee.

Independent Auditors’ Report	1–2

Consolidated Balance Sheet	3

Consolidated Statement of Operations and Comprehensive Loss	4

Consolidated Statement of Convertible Preferred Stock and Stockholders’ Deficit	5

Consolidated Statement of Cash Flows	6

Notes to Consolidated Financial Statements	7–37

	December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	14,219
Prepaid expenses and other current assets		1,168
Total current assets		15,387
Property & equipment, net of depreciation		3,630
Restricted cash		849
Right-of-use asset		11,255
Goodwill		418
In-Process R&D		3,259
Total assets	$	34,798
Liabilities, Convertible Preferred Stock and Stockholders' Deficit
Current liabilities:
Accounts payable	$	1,145
Accrued expenses and other current liabilities		1,459
Lease liability - current portion		864
Total current liabilities		3,468
Lease liability - net of current portion		8,595
Deferred tax liability		278
Earn out liability		330
Total liabilities		12,671
Series A convertible preferred stock, $0.0001 par value, 49,734,402 shares 69,976 authorized as of December 31, 2023; 49,734,402 shares issued and outstanding as of December 31, 2023; (liquidation preference of $96,680 as of December 31, 2023)	69,976
Series A-1 convertible preferred stock, $0.0001 par value, 2,057,681 authorized as of December 31, 2023; 2,009,694 shares issued and outstanding as of December 31, 2023; (liquidation preference of $5,860 as of December 31, 2023)		2,733
Stockholders' deficit:
Common stock, $0.0001 par value, 77,000,000 shares authorized as of December 31, 2023; 8,995,725 shares issued and outstanding as of December 31, 2023		1
Accumulated other comprehensive income		138
Additional paid-in capital		1,065
Accumulated deficit		(51,786	)
Total stockholders' deficit		(50,582	)
Total liabilities, convertible preferred stock, and stockholders' deficit	$	34,798

	Year Ended December 31,  2023
Operating expenses:
Research and development	$	31,479
General and administrative		7,815
Total operating expenses		39,294
Loss from operations		(39,294	)
Other income (expense):
Interest income (expense), net		933
Other expenses		(227	)
Total other income (expense), net		706
Net loss		(38,588	)
Other comprehensive income (loss):
Foreign exchange translation adjustment		138
Comprehensive loss	$	(38,450	)

	Convertible Preferred  Series A Stock				Convertible Preferred  Series A-1 Stock				Common Stock				Accumulated Oher Comprehensive		Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Income		Capital		Deficit			Deficit
Balance at December 31, 2022		48,191,141	$	66,976		-	$	-		8,759,165	$	1	$	-	$	542	$	(13,198	)	$	(12,655	)
Issuance of Series A convertible preferred stock net of issuance costs of $0		1,543,261		3,000		-		-		-		-		-		-		-			-
Issuance of common stock upon exercise of stock options		-		-		-		-		110,250		-		-		15		-			15
Issuance of common stock in exchange for license		-		-						126,310		-		-		55		-			55
Issuance of Series A-1 Preferred stock upon acquisition of Gadeta B.V.		-		-		2,009,694		2,733		-		-		-		-		-			-
Stock-based compensation expense		-		-		-		-		-		-		-		453		-			453
Currency translation adjustment		-		-		-		-		-		-		138		-		-			138
Net loss		-		-		-		-		-		-		-		-		(38,588	)		(38,588	)
Balance at December 31, 2023		49,734,402	$	69,976		2,009,694	$	2,733		8,995,725	$	1	$	138	$	1,065	$	(51,786	)	$	(50,582	)

	Year ended December 31,
	2023
Cash flows from operating activities:
Net loss	$	(38,588	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		748
Loss on sale of property and equipment		125
Stock-based compensation expense		453
Common stock issued in exchange for license		55
Non-cash operating lease expense		1,087
Accretion of discount on investments		(151	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		206
Accounts payable		(1,029	)
Accrued expenses and other current liabilities		(1,014	)
Operating lease liability		(1,263	)
Net cash used in operating activities		(39,371	)

Cash flows from investing activities:
Purchases of property and equipment		(1,578	)
Proceeds from sale of property and equipment		53
Net cash acquired upon acquisition of Gadeta B.V.		195
Purchases of investments		(9,985	)
Sales and maturities of investments		10,136
Net cash used in investing activities		(1,179	)

Cash flows from financing activities:
Proceeds from exercise of stock option		15
Proceeds from issuance of Series A convertible preferred stock, net of issuance costs		3,000
Net cash provided by financing activities		3,015

Net increase in cash, cash equivalents and restricted cash		(37,535	)
Net effect of exchange rate changes on cash		3
Cash, cash equivalents and restricted cash, beginning of period		52,600
Cash, cash equivalents and restricted cash, end of year	$	15,068

Supplemental disclosure of non-cash investing and financing activities:
Fair value of Gadeta B.V. assets acquired	$	5,149
2,009,694 share of Clade Therapeutics stock issues in exchange for Gadeta B.V. capital stock	$	(2,733	)
Gadeta B.V. liabilities assumed	$	(2,416	)

		As of December 31, 2023
Cash	$	9,745
Cash equivalents		4,474
Restricted cash, non-current		849
Total cash, cash equivalents and restricted cash	$	15,068

Lab equipment			5 years
Leasehold improvements			5 years
Furniture and fixtures			7 years

	Fair Value Measurements as of December 31, 2023 Using
	Level 1		Level 2		Level 3		Total
Assets:
Restricted cash non-current	$	849	$	–	$	–	$	849
	$	849	$	–	$	–	$	849

Liabilities:
Earn out liability	$	–	$	–	$	330	$	330
	$	–	$	–	$	330	$	330

	December 31,
	2023
Property and equipment
Lab equipment	$	4,278
Leasehold improvements		154
Futniture and fixtures		176
Total property and equipment		4,608
Less: accumulated depreciation		(978	)
Property and equipment, net	$	3,630

	December 31,
	2023
Accrued payroll and employee related expenses	$	503
Other accrued expenses		956
Total accrued expenses and other current liabilities	$	1,459

	December 31,
	2023
Balance, December 31, 2022	$	-
Acquisition of Gadeta B.V.		399
Foreign currency translation adjustment		19
Balance, December 31, 2023	$	418

	December 31,
	2023
Shares reserved upon the conversion of authorized Series A convertible preferred stock		49,734,402
Shares reserved upon the conversion of authorized Series A-1 preferred stock		2,009,694
Shares reserved for issuance of common stock under the 2020 plan		281,641
Options issued and outstanding		10,068,301
Total common stock reserved for future issuance		62,094,038

						Weighted
						Average
				Weighted		Remaining		Aggregate
				Average Exercise		Contractual		Intrinsic Value
Options	Shares			Price		Term (in years)		(in thousands)
Outstanding as of December 31, 2022		9,536,301		$	0.25		9.08	$	1,352
Granted		692,000		$	0.43
Exercised		(110,250	)	$	0.39			$	32
Canceled or forfeited		(49,750	)	$	0.33
Outstanding as of December 31, 2023		10,068,301		$	0.26		7.47	$	1,794
Exercisable as of December 31, 2023		4,364,821		$	0.30		7.46	$	604

	Year ended December 31,
	2023
Expected volatility		76.2% -77.9%
Expected term (in years)		4.9 - 7.1
Risk-free interest rate		3.60% - 3.96%
Expected dividend yield		0.00%

	Shares
Outstanding as of December 31, 2022		8,296,333
Granted		-
Canceled or forfeited		-
Outstanding as of December 31, 2023		8,296,333
Vested as of December 31, 2023		6,989,081

		2023
Deferred tax assets:
Net operating loss carryforwards	$	20,993
Tax credit carryforwards		4,541
Section 174 R&D		10,586
Right-of-use liability		2,572
Other		216
Total deferred tax assets		38,908
Less: valuation Allowance		(35,590	)
Net deferred tax assets		3,318
Deferred Tax Liabilities:
Right-of-use asset		(3,062	)
Depreciation and Amortization		(534	)
Net deferred taxes	$	(278	)

	Year Ended December 31,
	2023
Rate Reconciliation:
Income tax benefit computed at Federal statutory tax rate		21.0	%
State taxes, net of Federal benefit		8.0	%
Impact of non-U.S. earnings		0.1	%
Change in valuation allowance		-34.3	%
Tranche rights revaluation		0.0	%
Other		5.2	%
Total		0.0	%

Consideration
Series A-1 Preferred stock, net of working capital adjustment	$	2,733
Contingent consideration arrangement		330
Fair value of total consideration transferred		3,063
Cash acquired		(195	)
Total consideration transferred, net of cash acquired	$	2,868

Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	195
Prepaid expenses and other current assets		342
Property & equipment, net of depreciation		408
Right-of-use asset		1,289
In-Process R&D		3,110
Accounts Payable		(498	)
Accrued expenses and other liabilities		(627	)
Deferred tax liability		(264	)
Lease liability-current portion		(435	)
Lease liability- net of current portion		(856	)
Total identifable net assets assumed		2,664
Goodwill		399
	$	3,063

	Year ended December
	2023
Lease expense:
Operating lease	$	2,096
Variable operating lease		704
Short-term operating lease		166
Total lease expense	$	2,966

	Year ended December 31,
	2023
Operating lease assets	$	11,255
Operating lease liabilities	$	9,459

Operating Leases	Year ended December 31, 2023
2024	$	1,725
2025		1,915
2026		1,916
2027		1,803
2028		1,858
2029 and thereafter		3,715
Total lease payments		12,932
Less: Imputed interest		(3,473	)
Total present value of lease liabilities	$	9,459

	Year ended December 31, 2023
Weighted-average remaining lease term (years)		5.83
Weighted-average discount rate		10.0	%
Cash paid for amounts included in the measurement of operating lease liabilties (in thousands):	$	2,243

	Century			Clade			Transaction				Pro Forma
	(Historical)			(Historical)			Adjustments			Notes	Combined
ASSETS
Current assets:
Cash and cash equivalents	$	47,324		$	14,219		$	(15,900	)	A	$	45,643
Short-term investments		125,414			—			—				125,414
Prepaid expenses and other current assets		4,256			1,168			—				5,424
Total current assets		176,994			15,387			(15,900	)			176,481
Property and equipment, net		71,705			3,630			—				75,335
Operating lease right of use asset, net		20,376			11,255			—				31,631
Restricted cash		1,979			849			—				2,828
Long-term investments		89,096			—			—				89,096
Goodwill		—			418			3,117		B, C, D		3,535
Intangible assets		—			3,259			28,741		B, C, D		32,000
Security deposits and non-current assets		541			—			—				541
Total assets	$	360,691		$	34,798		$	15,958			$	411,447

LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,741		$	1,145		$	—			$	3,886
Accrued expenses and other liabilities		10,149			1,459			2,296		E		13,904
Deposit liability		584			—			—				584
Deferred revenue, current		4,372			—			—				4,372
Operating lease liability, short term		—			864			—				864
Total current liabilities		17,846			3,468			2,296				23,610
Deferred revenue, non-current		111,381			—			—				111,381
Deposit liability		56			—			—				56
Deferred tax liability		—			278			3,075		F		3,353
Contingent consideration		—			330			9,764		G		10,094
Operating lease liability, long term		46,658			8,595			—				55,253
Total liabilities		175,941			12,671			15,135				203,747
Series A convertible preferred stock		—			69,976			(69,976	)	H		—
Series A-1 convertible preferred stock		—			2,733			(2,733	)	H		—
Stockholders’ equity (deficit):
Common stock		6			1			—		H, I		7
Additional paid-in capital		840,407			1,065			24,180		G, H, I		865,652
Accumulated other comprehensive income		108			138			(138	)	H		108
Accumulated deficit		(655,771	)		(51,786	)		49,490		E, H		(658,067	)
Total stockholders’ equity (deficit)		184,750			(50,582	)		73,532				207,700
Total liabilities, preferred stock and stockholders’ equity (deficit)	$	360,691		$	34,798		$	15,958			$	411,447

	Amount
Century common stock issued to Clade	$	15,154
Cash		15,900
Contingent consideration		10,094
Total Consideration Transferred	$	41,148

	Amount
Asset acquired:
Cash and cash equivalents	$	14,219
Prepaid expenses and other current assets		1,168
Property and equipment		3,630
Operating lease right of use asset, net		11,255
Restricted Cash		849
IPR&D		32,000
Goodwill		3,535
Total assets acquired		66,656

Liabilities assumed
Accounts payable		1,145
Accrued expenses and other liabilities		1,457
Lease liability		9,459
Deferred tax liability		3,353
Contingent consideration		10,094
Total liabilities assumed		25,508
Net assets acquired	$	41,148

	Estimated Fair Value
IPR&D	$	32,000
Less: Clade Therapeutics’ historical intangible assets		(3,259	)
Pro forma adjustment to intangible assets	$	28,741